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Case 16-42529 Doc 149 Filed 04/15/16 Entered 04/15/16 16:16:59 Main Document <br />Pg 47 of 71 <br />group of Real Property Leases to which any of the Debtors are party, be permitted, and is hereby <br />authorized, approved, and granted: <br />(i) to exercise the Debtor Loan Parties' rights pursuant to section <br />365(1) of the Bankruptcy Code with respect to any such Real Property Lease(s) and, subject to <br />this Court's approval after notice and hearing, assign any such Real Property Lease(s) in <br />accordance with section 365 of the Bankruptcy Code notwithstanding any language to the <br />contrary in any of the applicable lease documents or executory contracts; <br />(ii) (a) find an acceptable (in the DIP Agent's good faith and <br />reasonable discretion) replacement lessee, which may include the DIP Agent or any of its <br />affiliates, to whom such Real Property Lease(s) may be assigned, (b) hold, and manage all <br />aspects of, an auction or other bidding process to find such acceptable replacement lessee, (c) in <br />connection with any such auction, agree, on behalf of the Debtor Loan Parties, to a break-up fee <br />or to reimburse reasonable fees and expenses (subject to Court approval of such fees and <br />expenses) of any stalking horse bidder up to an amount not to exceed 3.00% of the purchase <br />price of such Real Property Lease, if necessary, and may make any such payments on behalf of <br />such Debtor Loan Party, and any amount used by the DIP Agent to make such payments shall, at <br />the election of the DIP Agent in its sole discretion, be deemed a Borrowing (as defined in the <br />DIP Credit Agreement) under the DIP Credit Agreement, (d) notify the Debtor Loan Parties of <br />the selection of any replacement lessee pursuant to this paragraph 17(a), upon receipt of which <br />the Debtors shall promptly (1) file a motion seeking expedited relief and a hearing on the earliest <br />court date available for purposes of, if necessary, assuming such Real Property Lease and <br />assigning it to such assignee and, and (2) cure any defaults, that have occurred and are <br />47 <br />